0001332349-15-000015 Sample Contracts

RESTRICTED SHARE AGREEMENT UNDER THE BROOKDALE SENIOR LIVING INC. 2014 OMNIBUS INCENTIVE PLAN
Restricted Share Agreement • February 25th, 2015 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware

This Award Agreement (this "Restricted Share Agreement"), dated as of __________ (the "Date of Grant"), is made by and between Brookdale Senior Living Inc., a Delaware corporation (the "Company"), and ____________________ (the "Participant"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (as amended and/or restated from time to time, the "Plan"). Where the context permits, references to the Company shall include any successor to the Company.

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SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT
Master Lease and Security Agreement • February 25th, 2015 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made as of January 1, 2015 (the “Effective Date”), by and among (i) HCP AUR1 California A Pack, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Hazel Creek, LLC, a Delaware limited liability company, HCP MA2 California, LP, a Delaware limited partnership, HCP MA2 Massachusetts, LP, a Delaware limited partnership, HCP MA2 Ohio, LP, a Delaware limited partnership, HCP MA2 Oklahoma, LP, a Delaware limited partnership, HCP MA3 California, LP, a Delaware limited partnership, HCP MA3 South Carolina, LP, a Delaware limited partnership, HCP MA3 Washington LP, a Delaware limited partnership, HCP Partners, LP, a Delaware limited partnership, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH Eldorado Heights LLC, a Delaware limited liability company (“HCP Eldorado Heights”), HCP SH ELP1 Properties, LLC, a Delaware limited

HCP, Inc.
Brookdale Senior Living Inc. • February 25th, 2015 • Services-nursing & personal care facilities
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